Nemesis Prime's Awakening
by Supermoi
Summary: After the Fallen's Death, Megatron returns to Cybertron and call his last asset, his hope for destroying the Autobots and Optimus Prime for good... But this decision will turn against him. based on a RP with a friend, our version of the third TF movie...
1. Prologue

**Note: **This is a RP I am doing with a friend from LJ! It's our own version of what the third Transformers movie should be! Enjoy!

**Disclaimer: **We don't own Transformers, Hasbro/Takara does!

**Prologue**

The fallen was dead…

That fact only could've spelled the end of the Decepticon cause, because the ancient, powerful tyrant had been the fuel, the Spark between the war. Not Megatron himself, not really, even if in fact and in the history files, it will be his name that would be quoted as the one who started the Great War. But that doesn't matter anymore… The fallen was dead and Megatron needed a new plan, and quickly!

After the ultimate battle with the Autobots on Earth, he flew through space with Starscream and reached their home planet in a matter of days, going into his old Fortress on Kaon.

"Megatron, what are we going to do, my Liege?! The fallen gone, we are defeated…"

Megatron cut Starscream short with a harsh, brutal backhand through the face and snarled deeply annoyed by this turns of events. No, he couldn't accept defeat and surrender himself! Not yet. It may be something else they can use against those accursed Autobot… That worthless pile of scrap knows as Optimus Prime…

"Silence! I will not be defeated so easily. I still have an asset that Prime knows nothing about and that will spell his downfall!"

"What is it, ho wise Leader?" Starscream asked as he tilted his helm, a little glint of understanding still shining in the depths of his optics.

His suspicions were made reality with Megatron's next words, which he said in a dark, gleeful tune. He was already certain that it was indeed time to bring out their hidden asset… Ho, how optimus Prime will surprised to see him… Megatron was dying to see the expression on his faceplates when he'll see the face of his executioner…

"It is time to call Nemesis Prime."


	2. Part one

**Note: **This is a RP I am doing with a friend from LJ! It's our own version of what the third Transformers movie should be! Enjoy!

**Disclaimer: **We don't own Transformers, Hasbro/Takara does!

**Part one**

For the second time in a row, the Decepticons have once again lost to the Autobots. To them of all factions, that possess the lowest number in terms of their army. Yet because of their human allies and Optimus Prime, they could not even attain victory. By now the Autobts would probably be thinking that the Decepticons no longer stand a chance against them. Well they'll be damned, as they know that they need to attain victory this time for the sake of Cybertron...and vengeance, especially for one such as Nemesis Prime.

After hearing news of the Fallen's death, Nemesis felt the need to do something about this. "Defeat...a second time in a row?! Well I'll be damned about that!" uttered out Nemesis to himself, as the average Decepticon soldiers seemed to take notice of their leader's apprentice not being so pleased about the Fallen's failure. "No matter, somehow I always knew that the Fallen couldn't finish the job. Looks like we'll have to do this ourselves now, fellow Decepticons." said Nemesis, the Decepticon soldiers seemed to agree on that completely. Nemesis knew better than to crush their sense of determination, and if they were to defeat the Autobots their morales have to be heightened up.

"No more waiting in Cybertron. For the sake of our planet, and the need to exact vengeance on those Autobots, I shall propose the idea of invading Earth entirely to lord Megatron! We will attain victory this time...together!" declared Nemesis, and from there the Decepticon soldiers let out their battle cries after being successfully motivated. From there Nemesis took his leave and headed to where Megatron and Starscream are at.

"Master, I hear that you summoned me?" asked Nemesis, as he overheard the conversation that was going on. "If I may bring up a proposal, I say we loose off our restraints and invade Earth in an all-out attack against the Autobots. Clearly we have the advantage of numbers against them and the humans combined right here, and we should now take advantage of that before it's too late!" proposed Nemesis, as he waited for Megatron to provide his comment.

Megatron was awaiting his Apprentice's arrival in his Fortress, sitting in his old throne room, stirring dark and murderous thoughts about the better way to get rid of that nuisance that was called Optimus Prime and his lackeys, those worthless piles of scrap metals Autobots… Starscream stood three paces behind him, not daring to disturb his master in his thoughts for fear of getting a beating again if he did so. His head snapped up as he heard the heavy footsteps of a large mech coming their way towards the Throne room, and then, after a few clicks, the door open the reveal Nemesis Prime.

The mech was impressive, Starscream had to admit it. He was the exact opposite of Optimus Prime in every ways, even his beliefs and moral codes. And he was a sight to behold… More impressive than the original representation, in his dark and imposing form, his charisma and presence were the same as the original Prime. Megatron looked up t his apprentice and straightens himself in the throne, tilting his helm as his Apprentice arrives.

"Haaa… Nemesis prime, my Apprentice… I am glad to see you so eager to answer to my calling." The tyrant stated as the tall mech bowed before him.

He listened to his proposal and a wicked, twisted smile graced his features. It was so appealing… those wretched humans! They dared keep him imprisoned for eons, and then that little brat… Who dared to thrust the Allspark into his chest, killing him instantly! How he would love to see them suffer! All of them, this pitiful, disgudting race of insects! He laughed evilly and nodded in approval, sneering.

"Yes, my Apprentice, it is a wonderful idea! Prime must be overconfident right now after his victory towards my Master, and it is the right time to strike, since he will be careless, bathing in his own power and victory… let's make those disgusting humans pay the price of their foolishness to ally themselves to the Autobots, to Optimus Prime!"

As Nemesis hear out his master's words, he felt very alive. It has been a long time since he fought off the Autobots, let alone kill them to represent their mistake of holding him back all along. With the fact that they are going to launch an all-out invasion on Earth, Nemesis couldn't help but grin at this. What a sight to behold, seeing him grin in the counterpart Decepticon body of Optimus Prime's. It made the Autobot leader like the angel, and the Decepticon second-in-command the demon. Regardless, he had gotten the approval to launch the invasion, and with that went to the fellow Decepticons whom are all waiting.

"I have good news, fellow Decepticons." mentioned Nemesis, as the Decepticon soldiers eagerly waited for the second-in-command to continue. "Lord Megatron has given us the priviledge to invade Earth on a massive global scale! Not like the previous one, for this time...there are no restraints! All we have to do is to draw out the Autobots, and destroy them! We have the element of surprise now, and there is no reason not to take advantage of that." continued Nemesis, and immediately after that he made contact with Soundwave who is still monitoring Earth from the outside airspace.

"Soundwave, preparations for invading Earth has been initiated. You may now begin with blocking off the Earth's entire military surveillance and security system, but do not let them become aware of your intentions. Do so in such a way, that they can falsely assume that they are still in control." commanded Nemesis to Soundwave, and from there he gave the signal to the Decepticon soldiers to prepare and leave Cybertron for Earth immediately. They can no longer take their time in this now, for this may be the chance that they have waiting for all this time...the chance Nemesis Prime is waiting for to exact vengeance on the Autobots and their leader, Optimus Prime.

"Soundwave: acknowledge. Operation: invasion. Earth will be ours." The emotionless mech replied as he was ordered to disabled all of the Earth military systems of surveillance and monitoring of the outer space and the surface of the planet.

He got to work quickly, efficiently, and in a matter of minutes, he had invaded all of the most important of the Earth Surveillance and Security systems, mostly based on the most important, powerful countries of the useless little planet. Disabling the entire surveillance array of the United States military and making it looks like nothing was wrong was child's play for the highly specialized Decepticon's Communication's officer. And those were the most powerful of the entire planet… pitiful, really… Not even a challenge for his skills.

Getting rid of the others, lesser systems was even easier, and took him in the ends not much then 15 Earth minutes to complete the entire blackout of the Earth defences. He contacted back nemesis Prime and sent him his report.

"Earth defences: disabled. Planet is defenceless. Invasion can begin now."

On the planet, nobody was aware of the threat that was hovering above their head right now…

Nemesis Prime waited for Soundwave's response, as the Decepticon soldiers along with himself are all now at space and looking at Earth. From there he clenched his fists in anger, knowing that Optimus Prime and the other Autobots are probably enjoying their recent victory. "We'll see who gets the last laugh." muttered Nemesis to himself, and from there he received Soundwave's report. After hearing it, he grinned once more and went right ahead of the Decepticon soldiers. He then turned to face them, intending to further boost their morale.

"Earth's military defense system...has been disabled! Decepticons, let's roll!" declared Nemesis, and from there the entire large army of Decepticon soldiers have went on to head towards Earth at maximum speed. Even the atmosphere proved nothing to them, as Nemesis guided them. The Decepticon soldiers are then seperated into invading Earth's major countries and nations alike, intending to put out the human's best strongholds. But for Nemesis, he has other plans after receiving news from Megatron to take advantage of Bumblebee, Sam, and Mikaela.

"Ahh...Bumblebee, it has been quite awhile...old friend." said Nemesis to himself with a smirk, and from there he went right towards the United States of America. After awhile the Decepticon solders have reached the respective target countries and nations, relentlessly attacking the surprised Autobots and humans whom are all completely unprepared for this. It had only been a day since the death of the Fallen, and now the Decepticons are back with a much larger army than before. Everything is now in favour for the Decepticons.

Meanwhile, Nemesis Prime had arrived on Earth as well and transformed into his vehicle mode, a Decepticon's replica of Optimus Prime's as well. From there he drove on the streets, and made his way towards the home of Sam Witwicky. He had information that Bumblebee and Mikaela are at there as well, since Sam had wanted to stay in their house for a few days after the whole battle. This proved easier for Nemesis, with all of them gathered up into one simple house. Eventually he reached there, and went on to immediately drove right through the front entrance and stopped right in front of the house itself.

"Time to come with me." declared Nemesis in his vehicle mode, and immediately after that he transformed back into his robot mode. From there he grabbed the upper layer of the house, and tore it apart before flinging it right at the small hut which he knew Bumblebee is at. From there Sam, his parents, Mikaela, and the two dogs will be able to see Nemesis Prime above what was the house's upper part.

Bumblebee was the first to notice something was wrong. The little Camaro was in the garage, recharging, when he got something on his scanners. He frowned because it was familiar and yet different, a Cybertronian signal he could almost recognize but that was still escaping him. But he didn't had time to wonder what this could be when half of the Witwicky house was thrown at him and buried him into heaps of rubbles. He cursed and transformed, better suited to dig himself out with his arms functioning. It took him some times but he managed to crawl out of the debris and stood… Then gawked at the sight in front of him. There stood a mech looking a lot like Optimus Prime, but… The colour scheme was different, as well as the attitude. And he was obviously trying to reach something inside the house…

Sam! It must be!

What awoken the Witwicky was the sound of the roof being torn off. Sam and Mikaela were sleeping in the boy's room, and Sam jumped out of the bed, and then covered Mikaela with his body when debris started to rain around them. "Mikaela! The roof's collapsing, take cover! MOM, DAD, GET OUT NOW!" He shouted and starts running, dragging the woman with him. "Sam, what's happening?!" They stopped dead in their tracks when they saw what had caused the house to collapse.

"What the heck…?!" It looks like Optimus Prime… But it wasn't him. It was darker and had red optics. And was currently trying to grab them! Mikalea and Sam ducked the first attempt at grabbing them and tried to run again, but the hand got for them again and this time, they ran right into it and were lifted up, wriggling and shouting. "Ha, let go! What do you want?! Who're you!?" From the corners of his eyes, Sam saw Bee launching himself at the larger bot, but stopped when he turned and he saw Sam and Mikaela in his hand.

Nemesis was chuckling all the way when both Sam and Mikaela were trying to escape him. The very thought of that made him wonder if they can be any more less intelligent in trying to outrun him. Regardless, he was able to hold them captive in his left hand as he also noticed Bumblebee who was about to attack him but stopped after seeing the captured Sam and Mikaela. "Ahh, you haven't changed a bit...old friend." said Nemesis Prime, as he simply grin at that. "Whether you know who am I, doesn't matter. But like these two..." said Nemesis Prime once more, to only take out one of his guns with his right hand and aimed it right at Bumblebee's direction where the latter's spark is located at.

"Try anything, and I will blast your sparks." threatened Nemesis, and immediately after that both Sam's parents suddenly came up to only scream in complete surprise upon seeing the second-in-command Decepticon. "Woah! What's going on?! Wait a minute...are you the one called Optimus Prime...?" asked Ron, as if he mistook Nemesis for Optimus. Judy seemed to follow suit as well, with absolute confusion in her eyes. Nemesis could only chuckle at that, as he then made sure that both Ron and Judy does not see him aiming his gun right at Bumblebee.

"My sincerest apologies, but...the Autobots require the assistance of your son and his lover. If you don't mind, that is..." explained Nemesis in a reasoning manner, faking his identity and motives to Ron and Judy. Sam's parents could not help but look at Nemesis intently, until they finally snapped out of their thoughts. "O-Of course...my Sammy here is after all...a hero, right? And well, heroes need to do what they do...fighting bad guys and saving the day...isn't that right, Ron?" said Judy, with Ron agreeing with a nod and smile. "Of course, Judy. Our son here is like Earth's ambassador...just make sure he doesn't get a near death experience again, and it's alright." said Ron as well, as Nemesis grins in which both adults did not notice.

"Then we must be off." said Nemesis, and from there he walked towards Bumblebee but still aiming the gun at him. "Follow me, and don't try to get away or call in Optimus. Unless...you want these two to die." threatened Nemesis only loud enough for Sam's parents to not hear it, and immediately after that he transformed into his vehicle mode with Sam and Mikaela being forcibly strapped onto the inside seats by the seatbelts. From there Nemesis drove away from the Witwicky residence, with Bumblebee having no choice but to follow him. Meanwhile both Ron and Judy looked above, noticing that the upper part of their house is gone.

"I'm so glad the government is paying for this..." muttered Ron to himself, in which Judy looks at him with an excited expression. "Private pool, here we come!" declared Judy, as Ron smiled and agree with his wife before the two went back to their room and sleep despite having no more roof. Meanwhile, Nemesis had been driving further and further away from the house, with the intention to reach an abandoned military base where Megatron awaits his apprentice's return.

Sam and Mikeala tried fruitlessly to attract the boy's parent's attention, but the grip around them only tightens, and they couldn't move at all. They could barely breathe, and Sam was trying to keep Mikaela safe, even when they were trapped and restrained into the mech's chassis. Sam whined as he saw his parents buying all that the dark version of Prime told them, and he cursed their naivety. They were way too easy to convince… But it was too late to warn them when he was trapped into his cabin.

"Sam…" Mikaela's voice was harsh and low with fear and deep worry, and Sam tried to wriggle closer to her to comfort her, cursing the tight restraints, and said, looking around the small space at the apparently innocents instruments there, and said, worried and afraid. "I know… I'm worried too, sweetheart… I really don't know what's happening. We'll just have to wait and see, I suppose…" Soon, they were stopping into an abandoned airbase, and the door opened, the two young humans were thrown into the air, and they were caught in the dark Prime large hand before they could hit the ground. Sam saw Bumblebbe transform to and could say at the way he was tense and almost shaking, that he was trying to contain a deep anger. "Its okay, Bee… I don't think he wants to kill us. He would've already do it if he was to…" But then, when he saw megatron himself coming out of the building, he froze and thought _'Ho shit…'_

Bumblebee was seething with anger. He didn't know who this Decepticon was, but he wanted to hurt his Sam, and that was something that couldn't go unpunished! He did what he was told to do, because he had no choices… Sam and Mikaela were in the Decepticon's grip… He couldn't try anything until they were out of his grasp… But what was confusing him was that he seemed to know him, but he didn,t knew him at all. And that look… it was like optimus had decided to switch sides and become a Decepticon! A darker, more violent and without the morals the Autobot Leader have. He transformed and stood unmoving and tense, trembling with barely contained rage, but when he saw Megatron coming out of the building he froze, fear creeping inside of him. What the Pit was going on?!

"Haaa… Greetings, fleshlings! And you, little Bee, you seem afraid… Don't be, I don't intend to kill you… Yet! You can put the humans into their 'quarters, my Apprentice!"

Nemesis grinned at what Megatron had said, as the former knew that his chance of encountering Optimus again would be unavoidable now. With that he continued to aim the blaster from his right hand at Bumblebee, and waved the weapon right at the direction of what seemed to be a largely armored prison cell which can fit all the three hostages perfectly well. From there he made sure that Bumblebee complied, and chuckled upon seeing the latter being helpless in this situation. After that Nemesis went to the armored storage room, flinging both Sam and Mikaela right at Bumblebee before putting his blaster away.

"Try to escape this armored room, and death is the first thing all of you will experience. That, I can assure." warned Nemesis, as he smirked at them. From there he closed shut the door and locked it securely, before heading towards where Megatron is at. "They are ready to lure him out." mentioned Nemesis to Megatron, and the former looked at his hands and cleched it with deep anger and hatred. "Optimus...I will make you pay, by showing you just how powerless you have become in the face of my presence!" vented out Nemesis to himself, as he waits for Optimus with the need to exact vengeance.

Sam yelped as he was launched at Bee, and the yellow minibot caught him and Mikaela before they hit the ground, holding them protectively to his chest and glaring dagger at the large, dark Decepticon. "…I will make you pay for this…" Cam from his radio and he growled menacingly, baring sharp dental plating. Sam held for dear life into his yellow companion as he caught him and grabbed Mikaela's arm tightly, panting in both fear and pain at the rough contact his body made with metal. "Sam, what are we gonna do? Bee can't even get us pout of there…" Sam out a hand on her cheek and caressed her cheek soothingly, and the woman seems to relax a little. "We will get out of this. Optimus prime will find us and released us…"

Megatron looked at the prisoners in the cell, and snickered evilly. He had caught them so easily, it was almost disappointing. Bumblebbe, the little yellow Autobot, glared at him and snarled, but that only made the Decepticon Lord Laugh more, amused. "Save you strength, worthless scrap! At least, you will be useful for something… Once I'm done with your Leader, this planet will be destroyed and Cybertron will be mine." The small mech glared even more and hit the bars hard, making them shock him. He toppled over, circuits frizzing under the electricity that came through them, and Sam and Mikaela yelped and came to him, shouting curses at the large Decepticon.

Megatron then sent Optimus Prime a message to come and rescue his little pets, joining a live video feed to it to make sure he will know he wasn't joking. "Optimus Prime, I have captured you little yellow pet and his two fleshlings! If you want them back safe and sound, I suggest you come at those coordinates in two Earth hours! Come ALONE or they will be terminated! If you are as self-sacrificing and wise as everybody said, you'll do as I say…"

Nemesis however, decided not to appear in the live video feed yet. After all, he wanted his appearance to be a complete surprise. He grinned at that, thinking that his former master will be so surprised that his belief on underestimating the Decepticons as weak will be jeopardized. 'Soon...very soon, Optimus.' thought Nemesis, as he then waited until the video feed has ended. Once that happened, he turned to the storage room and walked towards it as he glared at all the three hostages. "Like it or not, this will be your living home for awhile." said Nemesis, as he chuckled at that and simply continued talking.

"Your dear Optimus Prime will indeed come to try and save all of you, while the three of you can go ahead thinking that this will be a happy ending for the Autobots and humans. But not anymore, we Decepticons have held back our full potential long enough. You Autobots and humans have made a mockery of us, and now...this is retribution." declared Nemesis, and to represent his last few words a television screen which is right on top of the ceiling turned itself on which reveals live footages of the Decepticons attacking and successfully destroying many Autobots as well as the humans' military weapons alike. The many footages are from Russia, North Korea, China, and Japan.

These footages however were so sudden that it has yet to hit the news, instead these footages are from Soundwave himself. With that Nemesis chuckled and then laughed in a sadistically evil manner. "Earth will be invaded by us, and there is nothing that any of you so-called good guys can stop It." declared Nemesis, as he smirked at them with confidence that the Decepticons will truly attain victory this time.

The two humans were looking with growing fear and worry at the images that were being broadcasted on the large screen, the destruction massive and the human and Autobot casualties already high. Sam took Mikaela's hand and squeezed, the young humans trying to reassure his girlfriend, to make her believe that, despite what they were seeing and hearing, all would be allright in the end. Things couldn't end this way…this was too unfair! They defeated Megatron once, and they, the Autobots and Humans alike, defeated that other guy, the Fallen, not even a week ago! "What about Optimus? What do you want with him? And why are you doing this? Destroying the Earth won,t bring you anything, I'm sure of it, so why? I want to understand…" Finally asked Sam in a little voice, trying to sounds full of confidence, but the trembling in his voice was making it a little hard.

Megatron chuckled and looked at the two humans and the Autobot prisoners with pure loathing and deep hatred. It was clear that he was enjoying greatly what was being shown on those screens, and would be more than happy to lend a hand on the killing as soon as possible. Once that ordeal with Optimus prime is settled and his nemesis is finally deactivated for good, he will enjoy crushing those pathetic fleshbags into submission under his heel, and sent them to the Pits. Them and their pathetic planet… "Ho, fleshling, you have no idea how long I've waited to destroy this disgusting, worthless mudball that you and your fellow humans call a planet… You dared to deactivate me, and destroy our precious Allspark! I should crush you right there and then for those offenses alone, little worm, but I still need you and your companions alive for now. But be patient, it won't be much longer…" Megatron spoke up with so much hatred and disgust seeping through his voice that it made it darker than usual, harsher. The guy wasn't joking, and Bumblebee moved protectively in front of his charge and Mikaela in case the tyrant decided to have some fun with them nonetheless. And he glared at him with full of rage and hatred optics, his loathing for the Decepticon Lord clear in the way he was standing, like he was about to shoot him if his cannons had been functional. "…You are crazy…" "…Our Leader will stop you, madman!..." was the comments he had from his radios at those words. He couldn't do anything to stop what was happening, or even warn Prime of his incoming doom, and it was making him crazy… "Am I? We'll see…" Retorted Megatron as the footages changes on the screen, now showing American East-Coast Cities and, Washington mostly, and New-York and some others too…

When he received the call, Optimus was 'En Route' for Washington with the rest of the Autobots, and he hastily changes trajectory, deeply worried. Ironhide seems to notice the awkward behaviour first and call through his radio to ask him what was going on. "Something worrying came up, Ironhide. You'll have to continue without me. I will join you as soon as possible." He just knew, somewhere, than Megatron was behind all this madness. The Decepticons wouldn't have landed such a large-scale attack on Earth without his orders to do so. The question was why… Why now? After the Fallen's death, the Decepticon should've been scattered and defeated… Or so he thought. He was wrong; apparently, he just didn't know just yet how wrong he was… getting to the abandoned military base took him almost the entire two hours that he was granted, and he transformed once he got there. "I came alone as you ordered, Megatron! Release Bumblebee and the humans!"

While Optimus was on his way to reach Sam, Mikaela, and Bumblebee, Nemesis had been enjoying the wait. The fact that he will exact his vengeance soon made him so excited that he will definitely enjoy defeating Optimus, like how the latter defeated him during their battle at Cybertron. From there he clenched his fists in anger, having remembered the past. He just couldn't forget how the Autobots and his former master held him back from achieving greatness, by destroying the Decepticons without any mercy. He hated that they held him back because of their need for being more reasonable than brash; he hated how they viewed him like an abomination.

Nemesis also remembered that he used to be good friends with Bumblebee, the only one other than Optimus who tries to ease his growing impatience. He was different when he wasn't acknowledged as a Prime, but after performing great feats, they acknowledge him like Optimus and that changed him. He doesn't know how, but he felt as if they aren't showing him the life of a true Prime. Instead he was still treated like a follower, not a leader. He never got to command and led anyone, even if he can. He felt that was so unfair, that made it a major factor which caused him to defect to the Decepticons.

From there Nemesis turned to face Sam, Mikaela, and Bumblee with an angry and hateful expression. So much that it looked like he was more focused on vengeance than the pleasure of killing like how Megatron is. "I've waited all this time to face Optimus, and no one is going to stop me from exacting vengeance on that accursed Autobot! He is everything I'm not, and I hate him for that!" declared Nemesis to the three hostages in a very hostile and vengeful manner, as he glared right at Bumblebee like he hated the Autobot as well. "And you...like him, you never bothered to do anything except be the follower...you're like a mindless dog, only seeing what the Autobots want you to see! And now look at you...look at how pathetic you have become. Tiny, weak, insolent! At least I became far more powerful than you..." added Nemesis, and for a moment Bumblebee can momentarily see the former as his old friend and partner for a split second in the Autobot's head.

Nemesis then turned away from them, and glared at the entrance. He can detect Optimus approaching, as he then grinned evilly. "Now I get my chance...to make him feel my hate!" declared Nemesis, as he then waited until Optimus came right in. From there Nemesis noticed his master walking backwards so that the former can have his way. With that Nemesis chuckled and walked right to where Megatron is at, allowing Optimus to see the former's full appearance. "It's been a long time..._master_." said Nemesis, emphasizing the last word with hate. From there he clenched his fists, and growled slightly in anger. "I've waited a long time for this...a long time to get my revenge!" declared Nemesis in a vengeful tone.

Sam blinked at the speech the dark Decepticon gave them. So it was merely to exact revenge than the Decepticons invaded Earth, were trying to destroy it and that this mech had captured and imprisoned them? To be baits to get Optimus to come here and then face that dark version of himself? The boy frowned, thinking that this was probably a way lot complicated that it appears and that he was from having the whole story here… The two mechs, Optimus and that Decepticon, seems to have a lot of history together. "So… All that you want is kicking Optimus's ass for good? So why invading the Earth? You could've gone alone for this purpose, no?" The human was obviously clueless about the real expanse of what was going on… And megatron wasn't going to enlighten a stupid fleshy with his plans! Mikaela was just staying next to Sam, and she said nothing. But thought that it was probably Megatron,s orders to invade the Earth and destroy it. He hated humans more than anything else, apart from Optimus maybe… "Ha… Cowards! Using defenceless hostage to lure Optimus into a trap is low, even for Decepticons!" She spat angrily.

Bumblebee nodded in agreements at her words, and he glared daggers at the dark Prime, still deeply pissed by all this. He wasn't weak or pathetic! Just let him out of this slaggin cell and he'll teach this punk some manners… "…You're a pathetic fool…" He spat out of his speakers, feeling like tearing the bastard apart. But then, when he had a glimpse, very short and clear, of who the dark mech really was, he froze, surprise and worry sticking him hard. "…But, you were dead, weren't you?..." he asked and then he understood everything. It made perfect sense, now… A twisted and dangerous kind of sense, and it was going to get really ugly, really soon. Once Optimus arrives, he will be in deep slag. Deeper than he could even imagine. "…We are doomed…" he let out in a fit of despair, and looked at the entrance of the base, where Optimus will come through very soon now.

Megatron laughed at the small mech's behaviour, and tilted his helm in the direction of his hostages. "Ho, Bumblebee, you are so clueless! You don't see the whole picture, as ever, youngling. There is not only about the little grudge between my second and your Prime! But you are right on one point: you are all doomed, you, the Autobots, the entire human race! I will wipe this planet clean of your presence… And Cybertron as well! We will come back victorious, with Optimus Prime's head on a spear, and crush every bit of resistance that could still stand in out way!" he then turn to face the gateway when he felt the Optimus Prime was close and snickered, looking as the semi made his appearance and then transformed to Robot mode. "Ha, our guest of honour has arrived! Let's welcome him accordingly! Sit back and watch, little worms, this will be highly interesting!"

Prime looked in awe at the dark figure that appeared next to Megatron and frowned. He didn't know this mech, but the similarities with him were flabbergasting… A darker and more dangerous-looking version of him… Who was him? He seems familiar in a way, and his energy signature was something he had seen in the past. A long time ago… He came closer, careful and taking in all that was composing his surrounding, but focussed on the real threat: the dark Prime standing beside megatron. He shortly glanced at the cage where were kept the kids and Bumbebee, but quickly diverted his optics back to the mech that just spoke. His master?! Could it be…? No, impossible, he killed him on Cybertron long ago! But still… "Rodimus? Is that you, my old apprentice? I though you were deactivated…"

Nemesis waited for both Optimus and Bumblebee to assess what they had found out, and couldn't help but grin upon that. This time he wanted them to be the ones who suffer, just like how they made him suffer in the first place. Being tied down to being a low ranked Autobot in the first place was an outrage. He is a Prime, for God damn sake, and they made him start off as an average Autobot soldier under the guidance of Optimus. While his former master thought him many things, he just never saw eye to eye with him. And now that he has also learned many things from Megatron, this has definitely made Nemesis a deadly opponent, Autobot or Decepticon.

"Dead...?! Deactivated?! Hah, more of like the opposite." declared Nemesis, as he proudly points a finger right at Optimus. "Indeed you have destroyed my old body, but when Megatron found me...my spark got put into this body...this wondrous body which represents a more superior Decepticon version of you! Instead of weakening me, you only empower me with so much more superiority over your weak Autobots...and might I include, yourself!" declared Nemesis, as he then laughed evilly at that. However his expression soon reverted to that of hate, as he glared right at Optimus.

"You, Bumblebee, and every other Autobots have made a mockery out of me for far too long! I should've known from the beginning that there was a conspiracy act to hold me back from what I am meant to become...what I am meant to achieve! Now...I bring retribution to your actions as well as every other Autobots!" declared Nemesis once more, and from there he immediately took out one of his blasters with his right hand to only fire it rapidly at Optimus without stopping.

-TBC-


	3. Part two

**Note: **This is a RP I am doing with a friend from LJ! It's our own version of what the third Transformers movie should be! Enjoy!

**Disclaimer: **We don't own Transformers, Hasbro/Takara does!

**Part Two**

"But…" Optimus begins, a dreading and deeply saddened feeling filling him. "I never intended to take you back, not or any other Autobots! All I ever asked of was to be patient! You were impatient and careless, Rodimus! And now look at you…" Optimus's tune had become harsher with his rising anger and disappointment. Now he was looking both very pissed and deeply disappointed at the darker Prime, his former Apprentice. "You have become what we have been fighting against for eons! Decepticon! I never though you could've gone so low…" he jumped to avoid the first blasts when it was fired his way, and ducked behind a large building, firing back with his own weapon. But he was being very careful, the humans and Bumblebee were very close by the spot were Nemesis stood. "You have chosen your side, then! Taking part in the destruction of an innocent species! You don't realise what you are doing, Rodimus! Open your optics!"

Optimus spotted an old fuel tank behind megatron and Nemesis, sufficiently far from the captive to not arm then when it'll explode, but the blast would hopefully damage or at least sent the two mechs sprawling on the ground. He aimed and fired, and the resulting explosion was of greater proportion than he expected. He saw it engulf the two Decepticons and came awfully close the cage the hostages were kept. Bee didn't even thought of it before he jumped and covered the two humans with his body when the heat hit, burning the back of his armour. Sam and Mikaela yelped and ducked under the bulk of the yellow Autobot. Fortunately, the heat and fre soon subsided and the surrounding were steaming and gleaming with heat.

Megatron was taken by surprise by such an unexpected move. He didn't know the Autobot leader would've the guts to put the humans and Bumblebee in danger like this! He was taken by the blast and flew a little distance away in the air, before colliding with something hard and his armour was gleaming, steaming with intense heat. He took cover, and settled to watch the show; it was Nemesis's fight, not his…

Nemesis only growled in frustration upon not being able to land a decent hit at Optimus with the former's blaster. Despite that he continued to fire on, as he heard what his former master had said. "Lies! If you hadn't held me back in the first place, none of this would've happened. But I guess one such as you can be ignorant about the truth as well." retorted Nemesis, who was then able to land a few shots at Optimus' chest plates which peels most of it off. From there the former laughed sadistically, as he kept firing his blaster with deadly accuracy. "Shows just how simple-minded you are, Optimus! You are no better than what you think of yourself!" declared Nemesis, as he continued to fire his blaster at the ever fast moving Optimus.

"I have already opened my optics a long time ago, when you left me to rot and die! I will never forgive you for that, and now...you will finally understand what it's like to feel my hatred!" declared Nemesis yet again, and from there he kept firing his blaster until he stopped doing so and noticed his former master focusing on something else. From there he turned around to notice an old fuel tank, which caused him to curse out loud. Immediately he leapt out of the way but the explosion had engulfed him. From it everyone may have the feign idea that he is down.

Megatron was able to survive the blast but took quite a hit, yet once the explosion and smoke cleared Nemesis can be seen, this time without his blaster around. From there he started to growl in pure anger, and with that extended out both his swords with each from his arms. "Die!" growled out Nemesis, and immediately after that he lunged right at Optimus to only slash his swords right at him. As he landed right at the ground, he continued on with his chain of combos. Each and every slash were very precise, and so fast that it was almost like it resembled Optimus when he had fought off Megatron and the other Decepticons to save Sam from them.

Optimus yelled out as he was hit square on the chest a couple of time before he could ignite that fuel thank, and he clutch to the wound, panting a little. Fortunately,, the shots hadn't got near the spark casing, only peeled the outer layer of the armour, but it still hurt like hell. He crouched more behind the crate until the fire extinguished and then got to his pedes to go check on the casualties, careful even if the shots had stop for now. "Rodimus, I know you are not dead. I little blast like this isn't enough to put you out, I know it wouldn't me. Show yourself! Step in front of me and fight me like a mech, if there is what you want so badly!"

From the cage, Bumblebee uncurled from around the humans, Sam and Mikaela not hurt at all thanks to him. But as he had a free view at the battle going on, Sam ran too the bars and yelled, as loud as he can, so Optimus would hear him. "OPTIMUS, BEHIND YOU!" Bee was trying to work on the bars, trying to open that slagging cage one way or another, but he couldn't! He was repelled by the energy every time he tried" He yelled as loud as Sam, through his radio turned at the loudest settings. "…Be careful, friend!..." "…He's behind you!..." The Leader hears them and ducked the first deadly attack, whom would've ripped his head from his shoulder if it had hit square on. Sam looked in fear and deep worry and feeling helpless. "OPTIMUS! LET HIM ALONE, YOU PILE OF SCRAP METAL!" He shouted without even thinking about it, seething with helpless rage just like Bee and Mikaela.

Optimus turned around and yelped and jumped backward as he felt a blade dug on his shoulder, dragging his own out, oranges and gleaming. He dodged and pared the blows as they fell on him, quick, precise and focussed on his adversary. He stroke back with a series of moves of his own, deadly and as precise as his adversary had been a moment ago. "You will not win so easily, Rodimus! I will fight you until the ends if I have to! I had no choice but the defeat you that last time, and I will do so again if you let me no other choice!" He was maybe too focussed on his adversary and it gave Megatron the opportunity to land a very precise and accurate aim on him with his shoulder canon. "Now you fall, Optimus… And Earth and Cybertron will be mine…" he muttered as he fired, and the shot took Optimus strait in the back, above his spark, piercing the armour and damaging the casing below. The warrior screamed in pain and fell to his knees, clutching his back and looking confused and disbelieving as he felt his spark thrumming erratically. "No… It couldn't end like this…" Both Sam, and Mikaela screamed in surprise and anguish as the proud leader fell, and Bumblebee's cry of helpless rage and deep anguish drown their own. "OPTIMUS!! NOOOO!"

Nemesis's rage only increased when his slashes rarely hit Optimus, and now they were clashing against the latter's own. From there the blades clashed and ignited sparks out, as Nemesis went on to the more aggressive stance. He kept this up, and was able to slash through most of Optimus' minor parts. Regardless, they still present as damage, and this made Nemesis want to do more damage. With that he slashed his blades in an acrobatically unpredictable manner, as that caused more and more slashes to reach through Optimus' minor parts.

While he advantage was on Nemesis, he heard Sam's shouting and this only aggravated him even more. He hated being regarded as a lowly piece of trash, and couldn't help but shot back at Sam while fighting Optimus. "Scrap metal?! I'll show you just how wrong you are!" retorted Nemesis, and from there his new level of anger caused him to slash his blades even more wildly and aggressively. This left Optimus with very little space to move around, as Nemesis took advantage of that with his unpredictable and now angered up slashes.

Then the turning point, when Megatron fired his shoulder cannon right at Optimus. That happened right after Nemesis went in to slash right at Optimus' spark casing and one of his blades. Nemesis anticipated the shot, and with that stepped back to allow Optimus take the hit, and from there he immediately laughed in a sadistically evil manner. "You should never trust a Decepticon's words, Optimus! Especially my master's." mocked Nemesis towards Optimus, as the former placed his blades very close to his former master's spark casing, readying himself to end the Autobot leader's life.

"After all this time...I can finally attain my vengeance! Now...you will feel the pain that I have felt when you defeated me eons ago!" declared Nemesis, as he seemed to be very close at finally slashing his blades right at Optimus' spark. "You...Bumblebee...the other Autobots, have wronged me long enough! This time, the Decepticons will win...with your death!" declared Nemesis yet again.

Sam gasped as the violence and speed got up a notch from the dark Decepticon's part, and he put a hand over his mouth, eyes wide open and never leaving the scene. This was so deeply wrong! Why was that slagger so bound on killing Optimus?! This crap about him having been betrayed by the autobot leader sounded just like scrap for him, and he shouted more curses at the Decepticon, helplessly looking as the deadly fight followed course. Mikaela wasn't in better state of mind. For her, Optimus was some kind or god-like, indestructible figure… he couldn't be killed like that! That was impossible! The young woman came as close as she could to the bars and shouted along Sam, cursing and threatening the large Decepticon with anger and worry.

As for Bumblebee, he was almost lunching himself to the bars, growling and hissing at the decepticon, trying to get him to come for him instead of Optimus. He wasn't going to look when his Leader and adopted creator was being torn to pieces! He just couldn't! He tried again and again to break the barrier but it was only hurting him and nothing else. And all the way he was cursing and yelling at the mech, his former friend, Rodimus Prime… He wasn't able to link that mad, vengeful and evil Decepticon to the young mech he was once best friend with. It wasn't him, Rodimus was dead and, for him, that was final! That mech was another person completely! But then, why was he hurting as he watched the dark Prime slashing his former master with so much hatred and rage?...

Megatron watched toe scene unfold before his optics with glee and laughed downright evily at the way Optimus was beaten so completely. Now he was down, broken, an inch away from complete deactivation, and all Megatron had to do to allow it was to stay silent and let his eager Second do the dirty job… Optimus was fighting to stay online. He had a large, gaping wound on his back, and it was going as deep as the spark casing beneath the plating. All Nemesis had to do to achieve him now was plunge that blade through his spark and he would be no more… And in a way he was feeling sad about this. There was so much more he would've liked to do and still had to finish. And now, he had to get Rodimus to hear to reason… he wasn't evil, nor was he a true Decepticon! Optimus knew at least that. But he wouldn't have to chance to do so…

But then, Megatron came closer and spoke up, and what he said surprised both Optimus and the captives. The Decepticon Lord came closer to them and looked down with hatred at his nemesis, happily drawing the picture he was giving into his memory core. "Well, well, well, Optimus, looks like you are scraped, my friend. Let him go, Nemesis. I have other plans for them right now. I will keep my promise, Optimus. The hostages are free to go… And you will be freed as well. Go worn your little lackeys of our presence here, of our strength and our eagerness to win. You're already loosing… Countries all over the Earth are being attacked and crushed as we speak." He leaned closer and petted Optimus's marred cheek, grinning. He put a servo on his back and a tiny, undetectable device detached itself and stuck to the Autobot's inner plating.

Nemesis however, expected Megatron to intervene and say what need to be said. After all, his master had told him that all he had to do was to defeat Optimus well enough to place those tracking devices into themselves without being known. Now that it was done, he couldn't help but smirk. He can wait; after all, he had at least finally proven to Optimus that he is the more superior one. And he couldn't help but thank Sam for motivating him even more to destroy his former master. "I've got to admit...I have thank you, Sam Witwicky, for providing me the anger and hatred to defeat Optimus. Calling me a scrap metal was definitely ingenious." admitted Nemesis, with a smirk on his face.

He also looked at Mikaela and Bumblebee, the other two who had made so many curses that it angered him to the point of fuelling his determination to defeat Optimus. "Of course, the two of you contributed to that as well. Looks like the three of you have ways of indirectly causing the downfall of Optimus." mentioned Nemesis, and with that he started to laugh evilly. Oh how he love it when those three had instead helped him to fuel his emotions, which made him temporarily become far more effective in combat. Either way, he would've still won, after all...he has been taught by both Optimus and Megatron. He can differentiate and understand both styles, and mix them up to become his own deadly style.

"Consider yourself lucky, Optimus. But this isn't over yet. The next time we meet, I'll be sure to rip your spark into a million pieces! Have all the battalion of Autobots and humans, if need be! I will defeat all of them, to prove to you insolent Autobots and humans...my hate for you!" declared Nemesis, this time showing a hateful expression. When Sam, Mikaela, and Bumblebee are freed and heading towards Optimus, he forcibly grabbed onto the Autobot's body and flung him right towards Optimus without a care.

"Get out of here now! You all make me sick!" hissed out Nemesis, and immediately after that he retracted both his blades back into his arms. Deep inside he felt the need to just make them suffer right now with their slow and painful deaths, but he decided to save that for later. Right now he had to focus on attaining victory for the Decepticons, as he still need to think about them as well. "The Decepticons will be ready for all of you..." muttered Nemesis.

"It wasn't what I was trying to do…" muttered Sam in an angry and ashamed tune, realising that his outburst had helped that bastard instead of distracting him. He cursed himself inwardly for this and glared at the mech as he was freed from the cage along Mikaela and Bumblebee. "I still think that it's not the right thing, what you are doing, you know? My mom always told me that there is other means than violence to resolve a conflict. Maybe you should think about it, instead of destroying my planet and billions of peoples on it…" Mikaela nodded at his words, she was herself ashamed that she had helped the mech instead of making him let Optimus alone and she took Sam's hand on her own. "He's right, I know that revenge can lead you only so far, and beyond this point, all you'll find is… Nothing, really. Because there would be nothing more for you to direct your anger on when all is destroyed…"

Bumblebee yelped when he was grabbed and flung over to Optimus, and he caught himself on his hands and knees, cursing and glaring at the mech, his pride a little hurt. And he was feeling like a pile of scrap for helping that slaghead unwillingly. He should've known better and kept his mouth shut… Or his radio offline, whatever… And he quickly got up and helped Optimus to his pedes. The autobot Leader was seriously damaged, slashes, blaster holes and dents all over his frame, and that smoking, gaping hole in his back… It looks worryingly close to the Spark casing. Optimus held on him as he managed with some difficulties to get to his pedes. He heard what Sam and Mikaela just said, and couldn't help but agree with them. There should've been a way t avoid this mindless violence. "They are right, Rodimus… Revenge can't lead you anywhere, and in the ends, you'll still be left with nothing, and unsatisfied. You destroy me, the Autobots and the humans… But why? Deep down, why are you doing this? For the Decepticons? I don't think you can really be a true Decepticon… You still care for others, don't you?..."

He let this sentence hang in the air unfinished and left the base with the humans and Bumblebee. Transforming into his alt. mode took some times and was painful, but he managed, and they were soon gone, heading for the autobot base. It was a long and unnerving trip, because Optimus couldn't go as fast as he usually did, his damaged spark casing slowing him down greatly. But after three and a half hour, they were there and Ratchet was the only one that had returned, probably on Ironhide's orders, to help Optimus in case e needed it upon returning. And he does need his help. The medic ran to his side after he came in and slowly and painfully unfolds into robot mode. Bumblebee did the same after Sam and Mikaela were out of his alt. mode. He got to help ratchet lift their Leader and laid him in a berth. "What the frag happened?! How did Optimus get so slagged off?" Bumblebee let o soft coo in answer, ashamed and angry that he couldn't help more. It was Sam that spoke of, explaining to ratchet all that happened since the abduction this morning and until that fight with a mech that was calling him Nemesis prime and was apparently real close to Megatron, his apprentice or something. And a former Apprentice of Optimus, if he understood well what was said between the two mechs as they were fighting.

Ratchet looked deeply worried and surprised by that information. He seems to understand what had happened and who the dark Prime was. Or had been in the past, at least. In it couldn't be good, not at all. As he was working on repairing the damaged Spark casing, he explained some things to the young humans. "You see, long ago, Optimus had an apprentice, another Prime but he was younger and, well, he was a little reckless and impatient, like youngsters can be. He trained him and formed him in the ways of the Primes for eons, until the mech, Rodimus Prime, grew impatient and started to accuse him of taking him back on purpose, of refusing to acknowledge his superior strength and power, and he was being more and more violent and careless in combat. Until the day that Optimus had to intervene. He tried to talk to him, but Rodimus wouldn't listen. He was already too far gone and saw Optimus's tries to talk to him and make him see reason as another way to take him back and even kill him. And he attacked him… Optimus had no choice but to defend himself and he fought back, in the end damaging Rodimus's old body beyond repairs. He thought he was dead, and so left him there with a heavy heart… But apparently he wasn't, if what you told me is indeed the truth… And now he seeks revenge in the Autobots and human alike for being they allies."

**Part Four**

Once all of them have returned to the base, Nemesis went with Megatron to monitor their location via Soundwave. The tracking devices being part of the latter Decepticon, and very soon Nemesis would be able to launch his strategic action against the Autobots and humans altogether. "We can't let even the weakest of Autobots and humans alike to get the upperhand. We must act immediately and effectively, if we are to win this war." said Nemesis, and from there he turned to face Megatron with a determined expression in his face.

"Master, do allow me to lead this invasion. I shall ensure that they will have the least time for preparing their final stand." proposed Nemesis, as he waited for Megatron's answer. While he waited for that, his thoughts wandered back to what Optimus had said. Apparently he found himself still being bothered by the words of his former master, and cursed inwardly at himself for that. 'Damn Optimus, trying to fill my head with poisonous words! No...I can't let them influence me, or else they'll have their way...and all my efforts for reaching this far would be nothing.' thought Nemesis to himself, as he felt more anger to reaching to himself upon knowing that he'll be even more worthless than anyone if he allow the enemy to affect his choices.

'I've made my decision a long time ago...I will never return to those accursed Autobots! They made me this way, all because they refused to acknowledge how great I am! Well, I will be sure that the Decepticons win, and maybe then...they will finally understand their grave mistakes...their mistakes for mistreating me all this time!' thought Nemesis to himself once more.

Megatron listened to his Apprentice pledge, and he was about to answer when the sounds of jet engines cut him short. He looked up to see Starscream coming and transforming before landing on the abandoned tarmac of the old military base. The seeker was grimy and scratched, but other than that, he looked quite alright. He came to his Leader and bowed submissively, before speaking in that high-pitched, whiney voice of him. "Megatron, my Liege, I came as you ordered! The invasion of this Country is going as planned; the human military is already failing! We shall win in a matter of days!" Megatron laughed evilly and nodded. That news was exactly what he waited for to launch the final stage of the invasion! Soon the humans and Autobots alike will be crushed under his heels and enslaved to grovel at his pedes…

"Excellent, Starscream! The attack is going just as planned! Soon I shall rule over this pathetic mudball and Cybertron will be mine to take! Nemesis, you can launch the last stage of the invasion! I trust you to crush those accursed Autobots and humans alike like the insects they are, my Apprentice. Lead my army to victory, Nemesis Prime!" Megatron was almost beaming with glee and joyful as anticipation at this point. The victory will be so sweet to his taste receptors… And even more to have Optimus's head stuck on a spike as he returns to Cybetron to finish the last Autobots there! "It will be the greatest day for the Decepticon Empire, my Apprentice… And you, the bringer of that victory, will rule by my side! We shall not be defeated this time!" Starscream nodded frantically in approval, looking exactly like the little lapdog he was, Megatron little slave bot to do his dirty jobs and answer all of his commands. He laughed in a way that could make Megatron's energon boil and his audios ringed for breems, and he slapped him across the face to silence him. "Silence, you little fool!"

At the Autobot base, Sam and Mikaela had listened to ratchet's story intensely and were now looking both perplexed and understanding what was going on and who that dark Prime was. Mikaela was the first to break the silence as the medic was still working on prime. "So he's like Optimus's ex-apprentice and he turned to the Dark Side to join the forces of evil? Reminds me of StarWars… But it's certainly no fiction! This guy was creepy as hell! So… What do we do now that we have the cybertronian counterpart of Darth Vader after us?" Ratchet lifted his head and looked at the two humans and said, concerned. "We will fight. It's all we can do to stop this madness. We can't let the Decepticons win this war now. We have already lost too much." Sam couldn't help it but cut him off then, a little frustrated and afraid. "Excuse me, but have you watched the news recently? They are ALREADY winning! They are trashing my world apart!"

With Megatron's approval to begin the final stage of the invasion of Earth, Nemesis reacted with an evil grin on his very face. From there he turned to face some of the Decepticon soldiers that have been gathered here. "Decepticons, the time to crush the Autobots and humans alike is at hand! Their entire global defensive measures have been severely weakened, and now all we have to do is to secure our victory by destroying the remaining defences in this country. Decepticons roll out!" commanded Nemesis, and from there the Decepticon soldiers started to advance towards all of the United States' means of defences. Eventually the message was spread to those around the country.

"Shall we personally attack their main base, master?" asked Nemesis, while waiting for Megatron's response. From there his excitement grew, knowing that he will finally be able to crush the pathetic Autobots and humans alike. After that, no one will stop them. And there is nothing that the Autobots and humans will be able to do. 'Wait for me, Optimus. Soon...very soon, I shall take your head as a prize of my victory over you!' thought Nemesis to himself.

Megatron nodded and looked in glee at the assembled troops as they gathered and prepared to go, the destruction of their enemies at hand for good this time. He folded into his alt mode and followed suits, Starscream right at his tailfins, as they flew or roll toward the Autobot's base. He heard the whiney seeker muttered something in his breath and that annoyed him greatly. "What is it, Starscream? What are you whining about this time?" Starscream seems to jump a little as he didn't expected Megatron to hear him, and he quickly answered, fearing another strike across the faceplates. "Ho, nothing important, my Liege! Nothing at all!" Megatron wasn't convinced at all, and he slowed to be at the same level than Starscream, growling in annoyance. "I know what you think, Starscream, I can read you like an open datapad. You never liked that I choose someone else as my Second, do you? I warn you: don't screw this up or you'll regret it! I'll make sure that you rot in the Pits with the other slaves, understood?" Starscream made a sound that sounded like a gulp and approved hastily, shivering at the thought of the Slave Pits. "Yes, yes My Lord! I will do as you say!"

At the Autobot base, the other had returned, and now, the place was crowded. When they heard the story from a now fully repaired Optimus, and the kids, they were at best disbelieving, and at the worst, some were even rejecting the idea completely. Sideswipe was one of them. He snorted and crossed his arms over his chest, glaring daggers at everybody, especially Prime and the humans. "That's a load of scrap, that's what it is! Rodimus is long dead, and that serves him right! The slagger tried to kill you, Prime! It must another of Megatron's twisted plan to defeat you!" For the first time in a long time, Optimus looked deeply pissed, and he shot a dangerous glare to the younger mech. "I fought him and I can tell you that he was indeed my old Apprentice! I recognize his style and some of the things he said, no one else could know! He IS Rodimus Prime… or was; now he's being called Nemesis Prime. And he wants my Spark, above all, as well as the destruction of the Autobots and the humans for the glory of his new Master!"

From the middle of the crow, a harmonic, beautiful feminine voice rose soft and laced with both anger and hope. A figure made her way through the crowd and stood in front of Optimus and Glared at sideswipe. She was tall for a femme, as tall as Bumblebee at least, and a cherry red color, sleek wais and limbs, gorgeous in ever means of the word. Her faceplates looks more human like than many of the Autobots, and they had an aristocratic beauty to them. "Shut up, Sideswipe! You don't know nothing, you idiot! How can you… All of you… Talk about him like this?! He his not a monster! He's misguided and under a bad influence, but I'm confident he can be saved still!" Optimus locked optics with her, frowning, and then a smile lights his features. He came closer to the tall femme ad put a servo on her thin shoulder, squeezing slightly. "You are right, Maree. We shouldn't condemn him so hastily. Everyone deserves a second chance." Sideswipe snorted and glared at the femme, as did some of the other mechs. Bumblebee looked at her in surprise and disbelief. He saw what that bastard was capable of now! "Ha, you stupid femme… Always trying to save everyone… The slagger deserves no pity! He…" he didn't have time to finish as he was tackled to the floor and Maree straddled his waist. She looked royally pissed and aimed her gun into Sideswipe's face. "Shut up, slagtard!"

Nemesis then transformed into his vehicle mode, and drove alongside alongside Megatron who is above him. He also noticed Starscream, and simply chose not to intervene. Instead while driving, he opened communications with Soundwave. "Soundwave. Once we have reached the target destination, I want you to deactivate their security systems and means of detecting our presence from afar. Make our assault to their main base as discreetly as possible. Once that is done, inform the other Decepticon soldiers to come here as well, once they have accomplished the destruction of the other bases they are assigned to." commanded Nemesis, and from there he drove on.

He can find himself getting closer and closer to the base, as he started to think about how he will surprise them and attack them. 'Oh...I would definitely start it off with Sideswipe. That useless piece of trash...only full with words like his former counterpart, Sideways.' thought Nemesis to himself and from there he continued on to drive towards the Autobots and humans' main base.

Soundwave got to work as soon as he got the order to do so, and he managed to scramble and block the Autobots defence and security perimeter in a matter of breems. They were now blind and deaf to their incoming, and the emotionless, sadistic decepticons had a cold, dry chuckle. "Mission: accomplished. Decepticons: rendezvous at those coordinates. All Hail Megatron." He sent them all the coordinates of the Autobots's base and watched the events unfold from his post on the Earth orbit, being the optics and audio-receptors of Megatron's army for all incoming threat from human or Autobots origin.

"Acknowledged, Soundwave! Good Job!" Megatron then tuned his communicator into the open frequency of the decepticon army and spoke out loud, feeding a little more courage, strength and bloodlust for Autobots's Energon into his soldiers' Sparks. "Decepticons! This is the time! We are to attack and destroy the Autobots and the humans once and for all! Those accursed slag piles dared to challenge us from far too long, and now, the Price for this foolishness WILL BE PAID BACK! And thos disgusting fleshbags, whom dared to imprison and restrain me for Years, will seen their world crushed and reduce to ashes!" He made a dramatic pause, making sure the words were well taken by every cons there, and then spoke again, fire and rightful rage in his exhalted tune, as Megatron was indeed a skilled speaker. "DECEPTICON, TO VICTORY! ATTACK!"

Inside the Autobots's base the tension was getting high between the mechs that thought than that new Decepticon, Nemesis Prime, was to be scrapped and that was all, because he could not be a former Autobot, and even less Optimus's old Apprentice, and those who thought, like Optimus, Maree and some others, than he should get another chance. And the tune had risen at all. Maree was speaking, and glaring at Bumblebee and Sideswipe with fire. "You stupid retards! Don't you think that, if YOU were in that position, you'll want to get a second chance?! Hum?! Tell me!" Optimus had to take the matter into his own servos to make his men settle down and cool their circuits. But he didn,t had chance to said anything as a loud sound came from outside the base, and the front gate was blown to bits…

With the front gate destroyed, Nemesis drove right through it as the Decepticon soldiers followed behind before rushing forward to fire their cannons at the many buildings. From there Nemesis chuckled, and simply allowed the Decepticon soldiers to go on and attack to their heart's desire. With that Nemesis waited until he got close to some of the Autobots outside and rammed them forward, destroying them upon colliding with the former's vehicle mode. "Weak Autobots!" declared Nemesis, as he continued to ram more Autobots to their destructions while driving towards the main base. It was right there that he caught sight of them gathering around there, with Maree present as well.

"Damn that woman, trying to persuade everyone that I can still join them! Pathetic, and now...they will know the price of that!" declared Nemesis, and from there he drove towards the base at high speed. Once they have taken his presence, he immediately rammed right through all of them at full speed. Then once he did that, he stopped himself and transformed back into his robot mode to only turn around to glare at the others with an evil grin on his face which really looked like Optimus had gone evil. "Long time no see, Autobots!" mentioned Nemesis, as he took out both his blasters with his hands and aimed them right at the Autobots.

Some of the Autobots soldiers never had time the even see what was hitting them before getting deactivated, and their Sparks extinguished. As the gate exploded, Bumblebbe didn,t waited orders to sped up, followed by Sideswipe, and Ram into the nearest pack of Decepticons. Bumblebee got Barricade and Sideswipe collided with Sideways. The yellow bot transformed into robot mode and dragged his blade out, ramming it right through the slightly larger deceptison,d shoulder, and the dark bot howled in pain. "Slaggin' little BITCH! I'll teach you, worm!" Snarled the violent, vicious police car and he slashed with his two long sharp edged blades, and the metal collided with the other's own blades. "…In your dreams, bozo…" Further away, Sideswipe growled at the smaller bot and tried to cut him in two like he did once before, and thought had succeeded in offlining him. "Would you stay DEAD, Slager!?"

Optimus had only time to duck when Nemesis ram into his group, made of Maree, Ratchet, Ironhide and some others, like Springer and Kup. He got back up and looks at his former Apprentice with sad and hard optics, shaking his helm. From behind, Ironhide said, sarcastic. "So, ya still think he deserves second chance, Prime?..." Maree took a step forward, her sleek, beautiful features full of sadness, hope and love. She still believed in him, no matter what everybody, and even Rodimus himself, thought! She spoke out loud, almost pleading, but also form and full of conviction. "Please, Rodimus, stop this madness! You can still back away and let go of this rage you have in you Spark! I know that you are not a monster! Listen to me; I still LOVE YOU, Rodimus!" Optimus looked between the two, but he prepared his weapons anyway. Something was telling him that it would be trickier than a simple speech to get him to listen to reason…

Nemesis however could only laugh in amusement, upon hearing what his former lover had said. However he ignored her love for him, and simply responded by aiming one of his blasters at her. "How amusing, to think that talking can solve this. I've abandoned that method eons ago, and now...prepare to die!" declared Nemesis, and from there he started to fire his blasters right at them rapidly. Some of the smaller Autobots jumped in the way, allowing the shots to violently consume them instead. Many of them ended up dying, being unable to withstand Nemesis' attacks.

"Weak, you Autobots are! Show me a real challenge!" taunted Nemesis, as he laughed evilly while firing his blasters at the Autobots whom all decided to risk their lives to save the bigger ones.

Many battles were taking place at the same time, and for now, the Decepticons seems to have the upper hand. Sideswipe has a long, gaping slash on his side and was trying with less and less efficiency to take his opponent at bay. He drawn out his blaster and fired a shot at point blank on the other's chest, and he was sent sprawling backward. Bumblebee was pinned under the bulk of Barricade and the black and white decepticon was digging his long, razor-edged claws into his chest plates. The smaller mech whimpered and trashed to dislodge his opponent and screamed in rage when he saw many of his friend disabled by Nemesis's guns. And he couldn't go and help them…

Optimus felt each and every death and slaughters like a personal hit, because he was the primary responsible of all this madness, he couldn't deny it. He aimed his own blaster and shot many times with a deadly accuracy at Nemesis, hitting him and distracting him from firing to his smaller soldiers like they were flies. Maree ducked behind a large crate and aimed her gun to her former lover too, with a twinge of pain and sadness. If she had to knock him out and tied him to have him listening, she will do it! She aimed for his knees and fired with precision and in a quick succession. Up in the air, she could make up the forms of Starscream, and the other flyers raining death from above… Ironhide had immediately dragged out and aimed his canons at the large Decepticon and was firing rows after rows of deadly shots at the dark mech, snarling and cursing him.

Nemesis could only laugh upon destroying more and more Autobots, as he continued to fire at them with his blasters. However that was cut short when Optimus managed to hit his side chest a couple of times. He winced in pain, but started to dodge the shots and as well as Maree's. He continued to fire his blasters while dodging around like a skilful athlete, while smaller Autobots were shot down and brought to their deaths. He only grinned when he can sense Starscream approaching, with Ironhide attempting to prevent that. "Foolish Autobots, you all stand no chance against me!" declared Nemesis, and he was able to kill off almost all of the small Autobots inside the base.

Deciding to take things up a notch, he put both his blasters and instead extended both his blades out from his hands. With that he leapt right at both Optimus and Maree, to then perform a series of powerful yet fast slashes while moving around and dodging the attacks directed at him acrobatically. "Who's the superior one now, Optimus?!" taunted Nemesis, as his slashes started to become more wild and intense with the blades being directed at their vital areas.

Maree shrieked when one of her arms was almost cut off, and she scrambled away from the frenzied dark Prime, whimpering softly. It takes her some times to collect herself back together and, even with an arm non-functional, she jumped into action again, firing row after rows at Nemesis, precise and concentrated. The femme was fiercely and completely sure than it was STILL hope for her ex-lover, even now! Maree locked optics with her ex-lover for a click and tried to send him all of this in a single shared look. The other Autobots were still tangled with their respective opponents, or were being slaughtered by Megatron, Starscream or Nemesis Prime, and the battles seems to be largely in their favour. No ameliorations were in sight for now, and the near future looked very dark…

Optimus couldn't help but roar in pain when his chest was slashed deeply again and he stumbled backward, panting, before jumping forward again, blades out and slashing in a deadly and precise dance around Nemesis. He laid some hard hits and got some more too, and soon they were both covered in slashes more or less serious. But Optimus seemed to be a little worst than his opponent, and that was because he was still recovering from the previous beating when the Decepticons attacked. He was getting exhausted and slowing slightly, which was a deadly combo in battle, especially close combat… "Nemesis" Stop this madness! There is still time! Think about what I told you! What the others, even the humans, told you earlier!"

Despite the injuries inflicted on Nemesis, he simply allowed them to pass and continue to slash around much more fiercely than ever. He grinned upon seeing both Optimus and Maree in bad shape, as he went on slash right at more of their vital areas. Eventually some smaller Autobots came lunging right at him; however they only ended up being slashed into half by Nemesis. To put it simply, Nemesis is now like a wild killing machine doing his job well. "Weak, all so weak!" declared Nemesis, as his blades slashed right into more and more smaller Autobots, as well as attempting to do that right at the two bigger Autobots as well.

While that was happening, he opened communications to Soundwave while still battling. "Soundwave, inform all of the Decepticon soldiers to gather to this location as the final area to be invaded!" commanded Nemesis, as he needed those who are done with the destruction of the other locations in other countries to gather here as the last location to be attacked. With that done, he continued to focus on the battle as he slashed his way right around anyone who comes close at him.

The answer from the Communication's officer was fast and clear, and he soon got to work calling the other Decepticons to gather here. Soon they well be swarmed by Decepticons everywhere, and the battle will be truly lost. Optimus and Maree were backing each others, and the femme was doing a job of firing restlessly at the large Decepticon, aiming for the vital area as well, now, because taking him down seems to priority. She didn't want to kill him but only takes him down and then they may be able to talk to him on equal basis. But she noticed the tune he just used talking to one of his men, and she found it full of confidence and greatly commanding. Like Optimus's was. He sounded way more like a true leader than that scrap pile Megatron, whom was currently raining fire on the helpless Autobot's ground troops with Starscream by his side.


	4. Part three

**Note: **This is a RP I am doing with a friend from LJ! It's our own version of what the third Transformers movie should be! Enjoy!

**Disclaimer: **We don't own Transformers, Hasbro/Takara does!

**Part Three**

Bee and Sideswipe were apparently out of commission for now, as Optimus could see from his viewpoint, and that made his spark wrench painfully. Those two were so young… he hoped they weren't dying or already dead. He laid a particularly deadly blow on Nemesis chest, severing some wires and plating, a deep wound indeed, but he was weakening… And fast… He heard Nemesis order his Comm. Officer with a tune that let him understand he had respect for his men and their skills, contrary of Megatron, for whom they were all expendable. And that was maybe something to exploit… After all, he didn't have many things to loose right now. "Nemesis, you are not like Megatron! You CARE for your men; you have RESPECT for them, and want them to have respect for YOU! Don't let yourself become a monster like that mech you call your Master! He don't care nothing for any of his men… Not even YOU! You are all TOOLS for him! To be discarded when used!"

Nemesis however, ignored what was being said and instead went on to slash right at Optimus. He is still pain upon having his chest significantly damaged, but regardless he will not go down that easily. "Such words from someone who is about to go down, how pathetic! It shows that you're a coward!" retorted Nemesis, and from there he wildly slashed his blades at Optimus and Maree. "I will not lose! The Decepticons and myself have been waiting for this moment long enough! We will defeat you Autobots and prove that we are not to be underestimated!" declared Nemesis in an extremely determined manner, and from there he lunged himself right at Optimus to kick him on the chest before performing a range of unpredictable slashes with his blades right at the Autobot leader's vital parts.

"You should've not held me back in the past, but now it's too late...time for you and the Autobots to pay the price!" declared Nemesis once more, and with that he started to perform a series of accurately lethal slashes at Maree and the smaller Autobots while allowing him to attack the weakening Optimus from time to time as well. 'I will not lose to them, not for a second time! I have to exact my vengeance...and to defeat those Autobots so that us Decepticons will not be looked down anymore!' thought Nemesis to himself while attacking.

Optimus fell back on his aft as he was kicked on the chest and his intaked were emtied with a loud 'huff' sound. He was ashamed that nemesis couldn,t hear the thrust in his words, as he was so blinded by his own rage and desire for revenge now. It was sad, really. He dodged more attacks and rolled over to get to his pedes again, weakening but not down yet. He saw from the corner of his optics Ratchet getting smashed again and again by a Decepticon he couldn't recognize, and more smaller autobots were scrapped either by Nemesis or by his troops. And he could hear the sounds of engines coming form afar… The reinforcements were coming. "Your blindness to the truth is your weakness, Rodimus… It pains me to have to fight you, old friend…" He slashed again and again in a quick row at Nemesis until a particularly visious and low blow caught him in the pelvis and cut a main powere line, making his lower limbs go limp and he fell to the floor, unable to move his legs. He had never benn so vulnerable! At least he still had to use of his arms…

Maree yelps as more parts were cut and slashed, and she umped out of the way, but cried out as Optimus was crippled and disabled beside her. "OPTIMUS, NO!" She had to jump and roll to avoid another attack and drawn her own blade out, blocking what could've been a deadly strike. "RODIMUS! Please, PLEASE! STOP THIS! You are going to kill us and then what? You'll rule ver a dead world!" From the corner of her optics, she saw two tiny forms running on the floor towards them and stopping dead in their tracks at the form of Optimus crippled on the floor. Sam brought his hand to his mouth and gasped, and then saw the carnage iin it's real extends, and he shook his head in shock. He and Mikaela shared an understanding look and ran towars Optimus, climbed onto his chest and then lifted their arms to nemesis, speaking. "PLEASE, STOP! You'll kill him! Is there what you want to kill us all?! All Autobots, all humans and then what? Huh? When everybody's dead what will you do? Sitiing in a pile of cold carcasses and ROT, that is what! Please, don't do it, stop the mindless killing!"

Nemesis however, could only burst into a fit of evil laughter when the Autobots and humans tried to persuade him to stop killing them. With that he simply glared at Sam and Mikaela, while still keeping an eye on both Optimus as well as Maree. "Foolish humans! Once I'm done with all of you and the Autobots, we will leave this planet to rot on it's own. Do you actually believe that we Decepticons will remain in this god forsaken planet?! Once we're done with it, we'll move on to the next and so on. That's how we'll roll, until we can successfully claim everything as our own. No more, will the Decepticons be looked down at by even the smallest fleshlings like the two of you!" declared Nemesis, and from there he quickly swung his right blade at an incoming smaller Autobot to only be halved.

"I have seen you Autobots and humans live long enough, to make a mockery out of the Decepticons and revel in our defeat! Well...I say it's our turn now! You've lost, both completely ad utterly!" declared Nemesis once more, and from there he went on to perform a jumping back kick at Maree's chest before he leapt away from them and rush towards the outside where the gathering Decepticons are fighting against the remaining Autobots and human soldiers. Some of them like Lennox and his fellow comrades are very close to facing death, as they quickly rushed inside of the base for shelter. Nemesis meanwhile, started to perform a series of powerful slashes with his blades at the Autobots around him, killing them with ease.

Maree goes flying and hurt the wall hard as she was kicked square in the chest at full force. She slammed into the nearest wall and was knocked unconscious, then fell to the ground in a heap. Around them the chaos was subsiding but it was from a lack of adversaries on the Autobots's part. Optimus gently pried the two humans from his chest and laid them on the ground, before saying, sadness and pain filling his voice. "Hide, and don,t comes out whatever you heard or see, is that understood? I don't want to have your blood on my servos as well…" Sam and 'ikaela shook their heads violently and the human girl said her voice hard and steady despite the fear. "No, we will not lie down! This is our world too! We want to fight!" They didn't had time to continues when they saw Nemesis and Megatron both laying death on the remaining human forces and Autobots, and Optimus gathered his strength. He could not give up! Not yet! There was STILL hope, and he had a last card to play!

The two kids on his heel, he pulled himself all the way towards the outside of the building and where Nemesis was fighting a small group of Autobots and Lennox's group, but they were loosing… He was about to shout something when a heavy weight fell on his back and pinned him down. Starscream had just fell from the sky and landed square on his chassis. "Well, well, well… Isn't it the strong and powerful Optimus Prime, crawling like a sparkling? How pathetic… You deserve to die, Autobot!" Even with his mobility and strength affected, Optimus was still able to slash at the seeker's ankle joints and make him fall to his aft, and then he quickly pulled himself farther away. "RODIMUS! I saw you, I hear you earlier! You are a great leader… You led the Decepticons to victory where Megatron failed twice! You are more fitted to lead than he ever was, and you should have noticed this by now! You know how to listen to your men, unlike him! YOU led the Decepticons to greatness, not HIM! YOU are a great Leader! With you at their head, the Decepticons ARE a force to be feared and reckoned with!"

While Nemesis continued on to slash the remaining Autobots into half, he quickly turned around to notice just what Optimus had told him. He however, growled in anger and went towards Optimus to only kick him harshly on the chest. "I do not want to hear this, Optimus! You've had your chance to talk, and now it's over!" retorted Nemesis, and from there he placed his blades very close to Optimus' spark casing. Right now he can stab right through it and be done with the Autobot leader, however something deep inside of him told him not to. Regardless he simply readied himself to deliver the final blow.

While preparing, his mind sent him into a moment of flashback. From there he remembered the times he was looked down upon by the other Autobots like he was nothing, but despite all that Optimus still went against the others just to protect his apprentice from feeling underappreciated. He even remembered that Bumblebee would tell him that no matter what, the former will always be great. This memories flooded Nemesis, as he felt a tingling sadness all of the sudden. It felt like he is about to kill a mentor, and a father figure who had done so much just for him. And he ruined it; he ruined it by taking it for granted.

'Damn it, get a grip on yourself!' thought Nemesis to himself, as he is very close to delivering the final blow to Optimus.

Optimus saw the hesitation in his former Appretice's optics, the glint of the mech he was before and he jumped on that glint, that ghost that may be revived. He lifted himself higher and locked optics with his former apprentice, the mech he could've called a son, and spoke again, softer and serious, calm, collected, not a inch of fear in his tune despite the incoming death he faced, that blade a mere inch from piercing his spark. "I am proud of you, Rodimus, of what you have become. You are the great Leader I wanted you to be, even if it is not under my banner. I don't care, really. If you choose to continue on the Decepticon's path, I won't hold it against you. If you decides to end my life here, I will die knowing you are the great mech I taught you to be, trained you to become, and I will happily give up my life for this. You were the son I never had, and still are… I could never hate you, despite what you did today, or any other time since you joined the Decepticons. I love you, Rodimus Prime, my son… And I always will."

At this moment, as Nemesis still hesitated, looking even more confused, Starscream snorted and jumped on Optimus's back, pining him to the ground and snarling at him like an angry cat. "Stupid Autobot slag! Shut your dirty mouth or I rip your glossa out! Come on, Nemesis, what are you waiting for? Finish that worthless pile of scrap! Or maybe you are too much of an Autobot coward to do it? Coward! DO IT!" Megatron landed next to his second and looked in glee at the prone and crippled form of Optimus laying at his pedes. He took him by the throat and lifted him so they were optics level. He then let him fallback down and turns to face Nemesis. "What are you waiting for, Nemesis?! KILL HIM! NOW! You worthless fool, why do you think I took you under my wing?! To be Optimus's killer! So do what you were created for, you idiot!"

Nemesis simply allowed Optimus to say his final words, since the former would want to hear it. However after doing so, he felt so guilty and ashamed of himself. After all this time, he never even thought of the fact that Optimus still supports him and care for him. He never even thought of the good things, instead he kept remembering the bad ones. Then after hearing that his master is proud of him being a Decepticon leader, he felt so good upon finally being regarded as great by his former master. It had been the very attention he wanted from him all this time, and now he finally got it. All of this made him even more doubtful; about where does he actually stand at now.

"Master..." muttered out Nemesis, unaware that he called Optimus as his master once more. But regardless, what he had heard from Starscream and Megatron provoked him. He had finally gotten the recognition and respect from Optimus, the only master who had actually cared for him. With Megatron's true colors, he felt like he had been used all this while. But this, also reminded him of something in the past. From there he remembered catching a glimpse of Megatron's turning point to becoming evil, when Nemesis himself was just a simple innocent Autobot. This reminded him of how the war had actually begun, and from there he prepared to stab Optimus on the chest.

However instead of doing so, he turned around and slashed his left blade right at Megatron's chest. After doing so, he leapt forward and lunged himself at Starscream with a battle cry, to only slash his left blade right at the coward's right arm and then stab his right blade at the former's spark casing where the blade went right through it all the way.

Optimus prepared for the final blow, and never let his optics left those of his former Apprentice. He saw the changes in them before the dark Prime finally, at the last moment, changes the trajectory of his blade and, instead of terminating his formerMaster,s life, slashed a deep wound in Megatron's chest. The Decepticon leader, optics widened from surprise and shock, only stared for a brief moment at his Second before his optics flickered and offline, and then he fell on his back, seriously injured. And Starscream had only time to yelp in surprise when he was attacked and his spark casing was pierced and destroyed, the tiniest speck of his spark darkening to almost nothing. He was dead… or looks like it! This had only taken five seconds, and now, Sam and Mikaela were looking in disbelief and amazement at the dark Decepticon, mouth agape. "Wow…" Was all the young boy could say, blinking in confusion. All had happened so fast… Mikaela only gaped at the scene, flabbergasted.

On the rest of the battlefield, they all stopped fighting when Nemesis attacked his Master and Starscream, injuring or killing them on the spot. The other Decepticons were confused. What were they to do, now? Follow the previous orders or waits for new ones? They gathered around the scene with the remaining – very few – Autobots and waited, unsure about what to do or say. Ironhide made his way through the forming crowd to Optimus's side and looked at the carnage, gaping, and then frowning. "What in Primus name…? Optimus, what happened?!" The Autobot leader was looking at his former apprentice with a smile, despite the wounds he sustained, and nodded his helm, sighing. "You made the right decision, my friend, I am proud of you… Now you can be free and be the true Leader you deserve to be… If you choose this path, and takes command of the Decepticons."

Nemesis simply retracted both his blades back into his hands after delivering the supposed fatal blow onto Starscream, and from there he went right up to Megatron and stomped him hard on the chest with his right foot. He seemed to be very angry over something, and from there he added more pressure to the pressing before he grabbed Megatron with both his hands and flung the power hungry Decepticon towards his lackey. Nemesis then growled in anger, glaring both at Megatron and Starscream. "I've been a fool all this time..." muttered out Nemesis to himself, and with that he turned towards the other Autobots and Decepticons.

"Decepticons...and Autobots..." started Nemesis, as he readied himself to reveal to them what he had just recently realized. "For eons have we been warring against each other. But do all of you remember why it all began?" asked Nemesis, and from there both Autobots and Decepticons started to ponder about this deeply as if this information is something important. "While the war was lead by both by Autobot's leader, Optimus, and the Decepticon's, Megatron, it happened because of the battle over the Allspark." mentioned Nemesis, as he then continued on to say what need to be said.

"We're both responsible for what has happened to our home planet, Cybertron. But...that was initially not our undoing. Instead, one amongst our kind started it all..." said Nemesis, as the Decepticons seemed to know more about this. From there they dug deep into their past in which they thought they had forgotten, but did not. Instead their curiosity changed into shock and anger like Nemesis' own. "...Megatron! He wanted the Allspark because of his own greed, leading Cybertron to a slow death and allowing it's inhabitants to kill one another! He never did it for our sake...he did for his own!" declared Nemesis, and this sparked intensive anger towards Megatron.

The decepticon leader was still conscious, even if in deep pain, and he glared dagger at the Dark Prime, a murderous glint in his optics. He didn't seems to care at all that the other Decepticons and Autobots alike were now glaring at him and cursing him, his attention solely focussed on Nemesis. "I should've terminated your worthless spark when I first found your decaying carcass, you traitor! I will return, and then, you will pay! You will ALL pay for your treachery! I have not said my last word!" He then grabbed Starscream and flung his lifeless body over his shoulder, sensing the speck of life still staying in the broken spark casing, before flying away and out of Earth atmosphere. There was a loud and concerted howl of anger and protest as the now former Decepticon's Leader blasted off and some tried to grab him, but even hurt and in pain, he was a fierce and powerful fighter and managed to get away.

Soundwave, whom had of course heard and see all occurred, was seething with rage. The usually cool and emotionless mech had always thought than both Megatron and Optimus Prime were responsible for the beginning of the war, like all of the other Decepticons, and he was deeply pissed to have been manipulated all this time. He hated to be treated like a puppet in strings! He was the puppeteer, not the other way around! He detected the departure of a Cybertronian energy signature and found out it was Megatron, but in his restrained state, he could not pursued him. But he sent a small tracking device that attached to him unknowingly by the Decepticon and he could be found later on. "Nemesis: megatron escape Earth. Status: tracking device locked in. We can follow the trail."

On the ground, Barricade, Thundercracker and some other Decepticons were seething with rage. How could they forget it was Megatron that started the war?! He wanted the Allspark for himself form the very beginning, and never wanted to revive or help Cybertron when he got it… it was all lies and more lies! Soon they were all concerted on a point: he was Decepticon leader no more! The other seeker took a step forward and said, speaking for all Decepticons. "We pledge allegiance to our new Leader, Nemesis Prime! All Hail Lord Nemesis, leader of the Decepticons!" Optimus nodded in pride at this. His young Apprentice finally got all the attention and reconnaissance he deserved. "Congratulation, Lord Nemesis Prime, you are now a true Leader!"

Nemesis was one of the first to try and prevent Megatron from escaping, but the latter had already transformed and escaped before anyone could do much. With the former Decepticon leader no longer welcomed by anyone, Nemesis could only growl in anger upon not being able to prevent the escape. Regardless, at least the truth of the past has been revealed. Now that everyone's memories are refreshed, he can focus on exacting the vengeance that both the Autobots and Decepticons had wanted all this time. "Fellow Decepticons and Autobots..." started Nemesis, as he waited for everyone to listen to what he was about to say.

"...now that the long forgotten truth has been revealed, the reconstruction and recovery of our home planet can be done. But I know well enough...that all of you want revenge on the accursed Megatron and his cowardly lackey!" said Nemesis, and this caused both the Autobots and Decepticons alike to agree with rallying shouts. "Soundwave has managed to trace their whereabouts, and we can follow that trail as soon as possible!" added Nemesis, and smiled upon seeing that his fellow Decepticons are very eager at this. With that he need not wait to give them the command, since the Decepticons themselves are ready to pursue Megatron and Starscream.

"Decepticons, begin pursuing them!" commanded Nemesis, and from there the Decepticon soldiers all transformed and started to pursue the two exiles. As that happened, Nemesis turned to look at the Autobots. From there a certain thought crossed his mind. 'Finally, I've become a leader on my own right...but...' thought Nemesis to himself, as he couldn't finish the last. After all he doesn't know if what he is now represents something that the Autobots agree to. Of course Optimus does, but what about the others that he used to fight along side with?

Maree? Bumblebee? Ironhide? Ratchet? And the others?


End file.
